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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Senior Secured Convertible Promissory Note | $ 0.57 | 01/01/2008 | J(1) | $ 478,591.2 (2) | 01/01/2008 | 11/30/2008(3) | Common Stock | 839,633 (2) | (4) | $ 15,668,659.69 (1) (2) | D (5) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PERSEUS PARTNERS VII L P C/O PERSEUS, L.L.C. 2099 PENNSYLVANIA AVE., N.W., 9TH FLOOR WASHINGTON, DC 20006 |
X | |||
| PEARL FRANK H C/O PERSEUS, L.L.C. 2099 PENNSYLVANIA AVE., N.W., 9TH FLOOR WASHINGTON, DC 20006 |
X | |||
| Perseus Partners VII, L.P. /s/ Kenneth M. Socha Executive Vice President and Senior Managing Director | 01/02/2008 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Kenneth M. Socha, Attorney-In-Fact for Frank H. Pearl | 01/02/2008 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On January 1, 2008, the Issuer elected to issue to Perseus Partners VII, L.P. ("Perseus VII") a senior secured convertible promissory note (the "New PIK Note") as payment for interest due and payable to Perseus VII pursuant to the terms of (i) a $15,000,000 senior secured convertible promissory note that was issued to Perseus VII in a transaction that closed on August 24, 2007 (the "Original Note") and (ii) a $190,068.49 senior secured convertible promissory note that was issued to Perseus VII on October 1, 2007 as payment for interest due and payable to Perseus VII on the Original Note (the "First PIK Note", and together with the Senior Convertible Note, the "Existing Notes"). The Existing Notes and the New PIK Note (collectively, the "Perseus Notes") are convertible at any time at Perseus VII's option into shares of common stock of the Issuer. |
| (2) | On January 1, 2008, the Issuer issued to Perseus VII the New PIK Note in the principal amount of $478,591.20 as payment for interest due and payable on the Existing Notes. The Perseus Notes mature on November 30, 2008 and bear interest at a rate of 12.5% per annum, with such interest being paid quarterly, in the Issuer's discretion, either in cash or in kind by the issuance of additional senior secured convertible promissory notes. The Perseus Notes are convertible into shares of common stock of the Issuer at a price equal to $0.57 per share. Assuming that the New PIK Note is not prepaid and is fully converted, the New PIK Note is convertible into 839,633 shares of the Issuer's common stock. The Perseus Notes are convertible into 27,488,876 shares of the Issuer's common stock. As previously reported on a Form 4 filed on August 28, 2007, Perseus VII also holds warrants granting it the right to purchase up to 42,944,165 shares of the common stock of the Issuer. |
| (3) | The maturity date of the Note. |
| (4) | The Issuer issued the New PIK Note to pay interest in the amount of $478,591.20 due and payable to Perseus VII under the terms of the Existing Notes for the quarter ended December 31, 2007. |
| (5) | All of the securities reported herein are held directly for the account of Perseus VII. Perseus VII is a Delaware limited partnership. Its general partner is Perseus Partners VII GP, L.P., a Delaware limited partnership. Perseus Partners VII GP, L.L.C., a Delaware limited liability company, is the general partner of Perseus Partners VII GP, L.P. The sole member of Perseus Partners VII GP, L.L.C. is Perseus, L.L.C., a Delaware limited liability company. Perseuspur, L.L.C., a Delaware limited liability company, is the managing member of Perseus, L.L.C. Frank H. Pearl, individually, owns 72.7% of Perseuspur, L.L.C. He also is the sole director and sole shareholder of Rappahannock Investment Company, a Delaware corporation, which in turn owns the remaining 27.3% of Perseuspur, L.L.C. By virtue of such control, Mr. Pearl may be deemed to have beneficial ownership of any shares that may be issued to Perseus VII. |
| Remarks: Mr. Socha is signing in his capacity as Executive Vice President and Senior Managing Director of Perseus Partners VII GP, L.L.C., which is the general partner of Perseus Partners VII GP, L.P., which is the general partner of Perseus Partners VII, L.P. ("Perseus VII"). | |